8-A12B/A 1 f8aa082002.txt FORM 8-A/A - 08/2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vizacom, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 22-3270045 (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 3512 Veterans Memorial Highway, Bohemia, NY 11716 (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. box. ------------------------------------ ------------------------------------- X ------------------------------------ ------------------------------------- Securities Act registration statement file number to which this form relates: -------------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Preferred Stock Purchase Rights Boston Stock Exchange ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: None -------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. Reference is hereby made to the Form 8-A of Vizacom, Inc. (the "Company") filed with the Securities and Exchange Commission (the "Commission") on April 1, 1998 (the "Form 8-A"), and such Form 8-A is incorporated herein by reference. On June 27, 2002, the Company executed an Amendment to Rights Agreement (the "Amendment"), amending that certain Rights Agreement dated March 31, 1998 (the "Rights Agreement") by and between the Company and American Stock Transfer and Trust Company ("AST") as Rights Agent, filed with the Commission as Exhibit 4.1 to the Form 8-A. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them by the Rights Agreement, as amended by the Amendment. As more fully set forth in the Amendment, the Amendment amends the Rights Agreement such that: o The definition of "Acquiring Person" under Section 1(a) of the Rights Agreement, as amended, excludes from such definition Trautman Wasserman & Co, Inc., TW Private Equity Corp., Trautman Wasserman 8701 Opportunities Fund LP, Gregory Trautman, Samuel Wasserman, Douglas Greenwood, Mark Barbera, or any of their respective Affiliates or Associates (collectively, the "Trautman Holders"); o The acquisition of 20% or more of the outstanding Common Stock by the Trautman Holders shall not be deemed to be an event triggering the issuance of Rights under Section 3(a) of the Rights Agreement; and o The redemption price set forth in Section 23(a) of the Rights Agreement, as amended, is fixed at $.0001. A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such Amendment. ITEM 2. EXHIBITS. 4.1 Amendment to Rights Agreement, dated as of June 27, 2002, between Vizacom, Inc. and American Stock Transfer & Trust Company, as Rights Agent. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 15, 2002 VIZACOM, INC. By: /s/ Alan W. Schoenbart ---------------------------- Alan W. Schoenbart Chief Financial Officer -3- EXHIBIT INDEX Exhibit Description ------- ----------- 4.1 Amendment to Rights Agreement, dated as of June 27, 2002, between Vizacom, Inc. and American Stock Transfer & Trust Company, as Rights Agent. -4-